Current Report Filing (8-k)
May 05 2017 - 4:03PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2017
Universal Stainless & Alloy Products, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-25032
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25-1724540
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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600 Mayer Street, Bridgeville, Pennsylvania
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15017
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(Address of principal executive offices)
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(Zip code)
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Registrants telephone number, including area code: (412)
257-7600
Check the appropriate box below
if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR 240.14a12)
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Precommencement communications pursuant to Rule 14d2(b) under the Exchange Act (17 CFR 240.14d2(b))
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Precommencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
At the 2017 Annual Meeting of Stockholders (the Annual Meeting)
of Universal Stainless & Alloy Products, Inc. (the Company) held on May 3, 2017, the Companys stockholders approved the Universal Stainless & Alloy Products, Inc. 2017 Equity Incentive Plan (the 2017
Plan). The 2017 Plan was adopted by the Companys Board of Directors on January 28, 2017, subject to stockholder approval at the Annual Meeting.
The 2017 Plan will be administered by the Compensation Committee of the Companys Board of Directors, which will select award recipients
from the eligible participants, determine the types of awards to be granted and determine the applicable terms, conditions, performance criteria, restrictions and other provisions of such awards, including any applicable vesting terms. The 2017 Plan
incorporates a broad variety of cash-based and equity-based incentive compensation elements to provide the Compensation Committee with significant flexibility. Subject to permitted adjustments for certain corporate transactions, the maximum number
of shares of the Companys common stock that may be delivered under the 2017 Plan is 568,357 shares, including 168,357 shares that remained available for grant under the Universal Stainless & Alloy Products, Inc. Omnibus Incentive
Plan.
The foregoing description of the 2017 Plan is qualified in its entirety by the full text of the 2017 Plan appearing as Appendix A
to the Companys definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2017, which is incorporated herein by reference.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On May 3, 2017, the Company
held the Annual Meeting. Below are the voting results for each matter submitted for a vote of the Companys stockholders at the Annual Meeting:
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1.
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Election of Directors:
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NAME
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FOR
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WITHHELD
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BROKER
NON-VOTES
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Dennis M. Oates
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4,917,522
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324,715
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794,937
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Christopher L. Ayers
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5,019,650
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222,587
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794,937
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Douglas M. Dunn
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4,897,254
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344,983
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794,937
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M. David Kornblatt
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5,019,651
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222,586
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794,937
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Udi Toledano
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4,917,381
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324,856
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794,937
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2.
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Advisory,
non-binding
resolution to approve the compensation of the Companys named executive officers:
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FOR
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AGAINST
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ABSTENTIONS
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BROKER
NON-VOTES
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5,085,950
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153,658
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2,629
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794,937
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3.
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Advisory,
non-binding
resolution to recommend the frequency of advisory,
non-binding
stockholder votes to approve the compensation for the
Companys named executive officers:
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ONE YEAR
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TWO YEARS
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THREE YEARS
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ABSTENTIONS
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BROKER
NON-VOTES
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4,466,434
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99,634
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666,869
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9,300
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794,937
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In accordance with the recommendation of the Companys Board of Directors on this matter and these voting
results, the Company has determined to hold an advisory, nonbinding vote to approve the compensation of the Companys named executive officers each year until the next stockholder vote on the frequency of such advisory,
non-binding
votes. A stockholder vote on the frequency of such advisory,
non-binding
votes is required to be held at least once every six years.
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4.
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Approval of the Universal Stainless & Alloy Products, Inc. 2017 Equity Incentive Plan:
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FOR
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AGAINST
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ABSTENTIONS
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BROKER
NON-VOTES
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3,969,706
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1,270,390
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2,141
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794,937
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5.
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Ratification of the appointment of Schneider Downs & Co., Inc. as the Companys independent registered public accountants for 2017:
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FOR
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AGAINST
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ABSTENTIONS
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5,857,230
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131,567
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48,377
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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10.1
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Universal Stainless & Alloy Products, Inc. 2017 Equity Incentive Plan (incorporated by reference to Appendix A to the definitive proxy statement filed by Universal Stainless & Alloy Products, Inc. on April 13,
2017).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
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By:
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/s/ Paul A. McGrath
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Paul A. McGrath
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Vice President of Administration,
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General Counsel and Secretary
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Dated: May 5, 2017
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